Securities code: 600212 securities abbreviation: Shandong Jiangquan Industry Co.Ltd(600212) Announcement No.: pro 2022-005 Shandong Jiangquan Industry Co.Ltd(600212)
Announcement on resolutions of the 19th meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 19th meeting of the 10th board of directors of Shandong Jiangquan Industry Co.Ltd(600212) (hereinafter referred to as “the company”) was held on January 17, 2022 in a combination of on-site and communication. The meeting has been notified to all directors, supervisors and senior managers in writing and e-mail on January 13, 2022. There were 7 directors who should attend the meeting and 7 actually attended the meeting. Mr. Zhao Tongyu, chairman of the company, presided over the meeting, and the supervisors of the company attended the meeting as nonvoting delegates. The notice, convening and the number of directors attending the meeting are in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws, administrative regulations, departmental rules, regulatory documents and the Shandong Jiangquan Industry Co.Ltd(600212) articles of Association (hereinafter referred to as the “articles of association”). By open ballot, the meeting considered and adopted the following resolutions:
1、 The proposal on this transaction meeting the conditions for major asset restructuring was deliberated and adopted
The state vigorously promotes the reform and opening up of energy in the new era. In order to maximize the interests of the company’s shareholders, combined with the actual situation of the company, the company has actively carried out industrial transformation and promoted the industrial layout of the new energy industry. At the same time, as the company’s thermal power business is greatly affected by the raw material supply of upstream enterprises, in order to optimize the company’s business structure and reduce business risks, the company plans to group the thermal power business assets held by the company, That is, it constitutes the external sale of assets and liabilities related to the company’s thermal power business (hereinafter referred to as “subject assets” and “transaction subject”) (hereinafter referred to as “this transaction”, “this sale” and “this major asset sale”).
According to the preliminary judgment of the unaudited financial data of the underlying assets, the operating income of the assets to be sold in this transaction is expected to account for more than 50% of the operating income in the audited consolidated financial reporting period of the company in the latest fiscal year. According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and through self-examination, the board of Directors considers that the company’s sale constitutes a major asset restructuring specified in the above laws, regulations and normative documents, Moreover, this major asset reorganization meets all the conditions for major asset reorganization of listed companies as stipulated by relevant laws and regulations.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s major asset sale plan was deliberated and adopted one by one
The board of directors deliberated and voted on the main contents of the company’s major asset sale plan item by item. The specific plan for the sale of major assets of the company is as follows:
1. Transaction subject
Shandong Jiangquan Industry Co.Ltd(600212) is the asset seller of this transaction, and Linyi Xuyuan Investment Co., Ltd. (hereinafter referred to as the “counterparty”) is the asset buyer of this transaction.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Underlying assets
The underlying assets of this transaction are the thermoelectric business asset group held by the company, which constitutes the company’s thermoelectric business related assets and liabilities.
Voting results: 7 in favor, 0 against and 0 abstention.
3. Transaction price and pricing method
The transaction price takes December 31, 2021 as the appraisal base date and the appraisal results recorded in the asset appraisal report issued by the asset appraisal institution with securities and futures business qualification hired by the company as the pricing basis, which shall be determined by the transaction parties through separate negotiation and signing a formal transaction agreement. Up to now, the appraisal of the assets to be sold in this transaction has not been completed.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Payment of consideration for the underlying asset
The transaction consideration of the assets to be sold under this transaction shall be paid by the counterparty in cash.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Treatment of profit and loss during the transition period
The transition period of the underlying asset is from the appraisal base date (excluding the current day) to the delivery date (including the current day). During the transition period, the gains generated by the underlying asset shall be enjoyed by the counterparty, and the losses generated shall also be borne by the counterparty.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Validity period of this major asset sale resolution
The validity of the resolution on the sale of major assets is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
All sub proposals of this proposal need to be submitted to the general meeting of shareholders of the company for deliberation item by item.
3、 The proposal on < Shandong Jiangquan Industry Co.Ltd(600212) major asset sale plan and summary was considered and adopted
In accordance with the requirements of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of major asset restructuring of listed companies, the company has prepared the Shandong Jiangquan Industry Co.Ltd(600212) major asset sale plan and summary for the relevant situation of this transaction, and will supplement and revise it (if necessary) according to the review opinions of the regulatory authority.
After the board of Directors approves the plan for this transaction, the company will continue to promote this transaction. After the relevant work involved in this major asset sale is completed, the company will prepare this major asset sale report and other relevant documents and submit them to the board of directors and the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Plan for sale of Shandong Jiangquan Industry Co.Ltd(600212) major assets (Abstract) and plan for sale of Shandong Jiangquan Industry Co.Ltd(600212) major assets on.
4、 The proposal that the sale of major assets of the company does not constitute related party transactions was deliberated and adopted
The counterparty of this transaction is Linyi Xuyuan Investment Co., Ltd. According to the company law, securities law, listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, after careful self-examination, the board of Directors believes that there is no affiliated relationship between the counterparty and the company, and this transaction does not constitute a connected transaction.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the signing of the framework agreement on the sale of major assets by the company was deliberated and adopted
In order to implement this major asset restructuring, the company plans to sign the framework agreement on major asset sale with the counterparty. After the audit and evaluation related to this major asset restructuring are completed, the company will sign a formal transaction agreement with the counterparty, finalize the transaction price and other relevant terms, and submit them to the board of directors for deliberation and approval before submitting them to the general meeting of shareholders for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
6、 The proposal on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies was deliberated and adopted
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The board of directors’ statement that this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies.
7、 The proposal that this transaction does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies was deliberated and adopted
According to the transaction plan, this major asset sale of the company does not involve share issuance and will not lead to changes in the controlling shareholder and actual controller of the company. Therefore, this sale of major assets does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The board of directors’ statement that this transaction does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies.
8、 The proposal on the explanation that the company’s stock price fluctuation does not meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties [Zheng Jian Gong Si Zi (2007) No. 128] was deliberated and adopted
Within 20 trading days before the first information disclosure of the trading company, the cumulative increase of the company’s stock price was – 6.73%, and after deducting the cumulative increase of – 2.37% of the Shanghai Composite Index (00000 1. SH) in the same period, the increase was – 4.36%; After deducting the increase of – 3.59% in the comprehensive industry index (882425. WI), the increase range was – 3.14%, which did not meet the standard specified in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Notes of the board of directors on the failure of the company’s stock price fluctuation to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties [Zheng Jian Gong Si Zi (2007) No. 128].
9、 The proposal on the compliance of the company’s current transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies was deliberated and adopted
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, after careful judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The statement of the board of directors on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
10、 The proposal on the company’s non participation in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies was deliberated and adopted
It is confirmed that the relevant subjects in Article 7 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal trading of stocks related to major asset restructuring of listed companies involved in this transaction do not have the situation of being filed for investigation or investigation due to suspected insider trading related to this transaction, Nor has it been subject to administrative punishment by the China Securities Regulatory Commission or investigated for criminal responsibility by judicial organs according to law in the past 36 months. The relevant entities of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）The statement of the board of directors that the relevant subjects of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies.
11、 The proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this transaction was deliberated and adopted
The board of directors of the company believes that the company has performed the necessary legal procedures for this transaction up to the present stage, the legal procedures to be performed are complete, compliant and effective, comply with the provisions of relevant laws, regulations and normative documents, and the legal documents submitted by the company to Shanghai Stock Exchange for this transaction are legal and effective.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Notes of the board of directors on the completeness and compliance of the legal procedures for this major asset restructuring and the effectiveness of the legal documents submitted.
12、 The proposal on the purchase and sale of assets within 12 months before the sale of major assets of the company was deliberated and adopted
Within 12 months before the meeting of the board of directors to review the transaction plan, the purchase and sale of assets by the company do not belong to the same or related assets as the subject assets sold in the transaction. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, it is not necessary to include the scope of cumulative calculation when calculating whether this transaction constitutes a major asset restructuring.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details of the matter, please refer to the website of Shanghai Stock Exchange on the same day（ http://www.sse.com.cn./ ）Notes on the purchase and sale of assets within 12 months before the sale of major assets.
13、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this major asset sale was deliberated and adopted
In order to legally and efficiently complete the sale of major assets, the board of directors of the company plans to submit to the general meeting of shareholders to authorize the board of directors to handle all matters related to the sale of major assets, including but not limited to:
1. Formulate and implement the specific plan and transaction details of this major asset sale in accordance with the provisions of laws, regulations, normative documents and the resolutions of the general meeting of shareholders;
2. If the relevant regulatory authorities require to revise and improve the relevant plans, or adjust the major asset sale plan accordingly according to the requirements or feedback of the regulatory authorities. If laws and regulations or relevant regulatory authorities have new regulations and requirements on the major asset restructuring of listed companies, the plan for the sale of major assets shall be revised according to the new regulations and requirements
